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The term activism often accompanies notions of unrest.

On the
contrary, activism isn’t always a bad thing. It’s a process that can often
lead to long-term meaningful change.

 Shareholder activism is a way that shareholders can influence a


corporation's behavior by exercising their rights as partial owners. They are
convene or magtipun tipun to further discuss what is the best and the
directions of the firms in the future long run.

 It is somehow Classes of shares allow for distinct voting privileges, in


addition to dividend entitlement. Shareholders can be instrumental as
change agents through private meetings, public votes, media debates
and other avenues to drive better corporate governance practices.
 First what is proxy fight refers to the act of a group of shareholders joining
forces and attempting to gather enough shareholder proxy votes to win a
corporate vote. How Proxy Fights Work Shareholders may appeal to a
company’s board of directors if they’re dissatisfied with a specific
management decision. But if board members refuse to listen, disgruntled
shareholders may attempt to persuade other shareholders to let them use
their proxy votes in a campaign to replace unyielding board members with
candidates more receptive to implementing the shareholders' proposed
changes.

Example Guyana Goldfield, a Canadian company, shocked everyone


when they announced at their Aurora mine in Guyana the production
declined by almost 1.7 million ounces, compared to estimates a year ago.
Shareholders were not satisfied with the result and went for a proxy fight to
change the management.

After a long battle, the dispute was settled, and the company’s CEO lost
his job. As part of the agreement, the mining company appointed two
independent directors and two other long-serving directors stepped down.

 Shareholder activists also employ a variety of offensive tactics to force


changes. For example, they might make strategic use of media channels
in order to publicize their demands and prompt greater pressure from other
shareholders. They may also threaten companies with lawsuits if they are
not allowed to have their say.
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 Corporate boards have many duties and responsibilities. In every decision


the board makes, they must consider how it will affect their employees,
customers, suppliers, communities and shareholders. Good corporate
governance relies on distinct differences in the roles between board
directors and managers.
The main role of board directors is oversight and planning. Despite
the differences, board directors may delegate certain powers to the CEO
under certain circumstances and problems. Every public company must
have a board of directors. Some private and nonprofit organizations also
have a board of directors to have a control and the representation of the
shareholders of the firms

 Setting the overall purpose for the organization—why it should exist, who it
should serve, what services it should provide, and what values and ethical
guidelines it should follow in providing them. This area also includes the
setting of objectives and the development of broad strategic plans for
achieving them.

 Boards of the directors has a power in Recruiting, supervising, retaining,


evaluating and compensating the CEO or general manager are probably
the most important functions of the board of directors. Value-added
business boards need to aggressively search for the best possible
candidate for this position. Actively searching within your industry can lead
to the identification of very capable people. and also Managerial
compensation can provide a good financial payoff in terms of attracting top
candidates who will bring financial success to the value-added business.

 What is managerial opportunism it is involves a manager exploiting


opportunities in his own self-interest. board of directors must protect and
may also evaluate managers' performance on a periodic basis to help and
ensure that managers' goals align with the owners goals. Board of
directors has a fiduciary responsibility to monitor management's actions.
So the board has to make sure the assets of the company are kept in good
order. This includes the company’s plant, equipment and facilities,
including the human capital (people who work for the company.)
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The board of directors are can be called the brain of the company. They
are responsible for taking all the big decisions and making policy changes.
These decisions are taken in special meeting members of the board hold
together, called ‘Board Meetings’.

 An inside director is a member who has the interest of significant


shareholders, officers, and employees in mind and whose experience
within the company adds value. An insider director is not typically
compensated for board activity as they are often already a level executive,
major shareholder, or another stakeholder, such as a union representative.
Example is the CEO,CFO and COO

 Examples might include the company's legal counsel, a large customer or


supplier, or a close relative of one of the company's top-level managers.

 An outside director is a member of a company's board of directors who is


not an employee or stakeholder in the company. Outside directors are paid
an annual retainer fee in the form of cash, benefits and stock options.
example of an outsider might be the ‘professional director' (normally a
retired senior manager) or a representative of the institutional investors.

The insider and outsider must have an equal power because these two
help to preserve the strategic control.

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